-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JNtAC8+YZZc989+SMbemBZaluX9yDzSNP8IcpcI5yfLk9IBBPexPogR4MjeCtQVF OcRdoExeOBfmi5GlpaNDyA== 0000950123-03-013801.txt : 20031215 0000950123-03-013801.hdr.sgml : 20031215 20031215161316 ACCESSION NUMBER: 0000950123-03-013801 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20031215 GROUP MEMBERS: ARCADIA CAPITAL MANAGEMENT LLC GROUP MEMBERS: ARCADIA PARTNERS L P GROUP MEMBERS: C4S & CO LLC GROUP MEMBERS: ERNEST MYSOGLAND GROUP MEMBERS: ISIS ACQUISITION PARTNERS LLC GROUP MEMBERS: JEFFREY SOLOMON GROUP MEMBERS: KEVIN GOODMAN GROUP MEMBERS: MORGAN B STARK GROUP MEMBERS: NEW WORLD ACQUISITION LLC GROUP MEMBERS: NEW WORLD REALTY HOLDINGS LLC GROUP MEMBERS: PETER A COHEN GROUP MEMBERS: PHILIP B GOLDFARB GROUP MEMBERS: RAMIUS ADVISORS LLC GROUP MEMBERS: RAMIUS CAPITAL GROUP LLC GROUP MEMBERS: RAMIUS MASTER FUND LTD GROUP MEMBERS: RAMIUS SECURITIES LLC GROUP MEMBERS: RCG AMBROSE MASTER FUND LTD GROUP MEMBERS: RCG CARPATHIA MASTER FUND LTD GROUP MEMBERS: RICHARD ROFE GROUP MEMBERS: RODNEY BIENVENU GROUP MEMBERS: SETH B LIPSAY GROUP MEMBERS: STEVEN H SHEPSMAN GROUP MEMBERS: THOMAS W STRAUSS GROUP MEMBERS: VICTORIA BRUNI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISIS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001273221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1465 POST ROAD EAST, 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 MAIL ADDRESS: STREET 1: 1465 POST ROAD EAST, 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIA NET WORKS INC CENTRAL INDEX KEY: 0001098402 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 841412512 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60239 FILM NUMBER: 031054775 BUSINESS ADDRESS: STREET 1: 12100 SUNSET HILLS RD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7034640300 MAIL ADDRESS: STREET 1: 12100 SUNSET HILLS RD STREET 2: SUITE 110 CITY: RESTON STATE: VA ZIP: 20190 SC 13D 1 y92518sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 VIA NET.WORKS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) VOTING COMMON STOCK, PAR VALUE $0.001 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 925912 - ------------------------------------------------------------------------------- (CUSIP Number) with a copy to: Rodney Bienvenu Ernest Mysogland ISIS Capital Management, LLC ISIS Capital Management, LLC 1465 Post Road East, 2d Floor 1465 Post Road East, 2d Floor Westport, Connecticut 06880 Westport, Connecticut 06880 Tel. No.: (203) 259-7387 Tel. No.: (203) 259-7387 And George Y. Liu Boies, Schiller & Flexner LLP 333 Main St. Armonk, New York 10504 Tel. No.: (914) 749 8200 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 3, 2003 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: { } The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the act (however, see the Notes). SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON ISIS Capital Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 207,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 958,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 207,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 958,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,165,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Rodney Bienvenu I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 33,800 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 1,165,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 33,800 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,165,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,165,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Richard Rofe I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 240,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 1,165,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 240,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,165,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,165,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Ernest Mysogland I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 1,165,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,165,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,165,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Kevin Goodman I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 110,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 1,165,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 110,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,165,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,165,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Ramius Securities, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 944,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 944,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 944,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BD, 00 - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Ramius Capital Group, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,608,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,608,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON C4S & Co., LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 2,608,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,608,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Ramius Advisors, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 554,702 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 554,702 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,702 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA, OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Peter A. Cohen I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 2,608,000 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,608,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Morgan B. Stark I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 2,608,000 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,608,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Thomas W. Strauss I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 2,608,000 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,608,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Jeffrey Solomon I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 2,608,000 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,608,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RCG Ambrose Master Fund, Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 554,649 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 554,649 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,649 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON RCG Carpathia Master Fund, Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 554,649 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 554,649 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,649 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 20602t106 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Ramius Master Fund, Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 554,702 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 554,702 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 554,702 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON ISIS ACQUISITION PARTNERS, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 207,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 207,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .4% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON NEW WORLD ACQUISITION, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 526,500 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 526,500 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON NEW WORLD REALTY HOLDINGS, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 526,500 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 526,500 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SETH B. LIPSAY I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 526,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 526,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON STEVEN H. SHEPSMAN I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NA - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 526,500 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 526,500 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,500 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON VICTORIA BRUNI I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 11,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 11,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON PHILIP B. GOLDFARB I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 3,100 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 3,100 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,100 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON ARCADIA PARTNERS, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 35,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 35,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 925912 ------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON ARCADIA CAPITAL MANAGEMENT, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) {X} (b) { } - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) { } - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 35,000 BENEFICIALLY ------------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 35,000 ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES {x} - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ------------------------------------------------------------------------------- SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement relates to the voting Common Stock, par value $0.001 per share (the "Common Stock") of VIA NET.WORKS, Inc., a Delaware corporation (the "Issuer"), having its principal executive offices at H. Walaardt Sacrestraat 401-403, 1117 BM Schiphol, Amsterdam, The Netherlands. ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c) & (f) This statement is filed jointly by a group consisting of ISIS Acquisition Partners, LLC ("IAP"), ISIS Capital Management, LLC ("ISIS"), Rodney Bienvenu, Richard Rofe, Ernest Mysogland, Kevin Goodman, New World Acquisition, LLC, New World Realty Holdings, LLC, Seth B. Lipsay, Steven H. Shepsman, Victoria Bruni, Philip B. Goldfarb, Arcadia Partners, L.P., Arcadia Capital Management, LLC, Ramius Securities, LLC, Ramius Capital Group, LLC, C4S & Co. LLC, Ramius Advisors, LLC, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey Solomon, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. (collectively, the "ISIS Group" or the "Reporting Persons"). IAP is a Delaware limited liability company engaged in investing in undervalued companies especially those in enterprise software or other technology businesses. The address of the principal business and principal offices of IAP is 1465 Post Road East, Second Floor, Westport, CT 06880. ISIS is the managing member of IAP. ISIS is a Delaware limited liability company which provides consulting services and investment advisory services to a limited number of clients. The address of the principal business and principal offices of ISIS is 1465 Post Road East, Second Floor, Westport, CT 06880. Each of Rodney Bienvenu, Richard Rofe, Ernest Mysogland, and Kevin Goodman is a managing member of ISIS. Rodney Bienvenu is a United States citizen whose business address is 1465 Post Road East, Second Floor, Westport, CT 06880. Mr. Bienvenu's principal occupation is serving as a founding member of ISIS. Richard Rofe is a United States citizen whose business address is 1465 Post Road East, Second Floor, Westport, CT 06880. Mr. Rofe's principal occupation is serving as a founding member of ISIS. Ernest Mysogland is a United States citizen whose business address is 1465 Post Road East, Second Floor, Westport, CT 06880. Mr. Mysogland's principal occupation is serving as a founding member of ISIS. Kevin Goodman is a United States citizen whose business address is 1465 Post Road East, Second Floor, Westport, CT 06880. Mr. Goodman's serves as a founding member of ISIS and is engaged in other business activities; his principal occupation is as an attorney. ISIS provides investment advisory services to New World Acquisition, LLC pursuant to an advisory agreement discussed in Item 6 of this Schedule 13D. New World Acquisition, LLC is a Delaware limited liability company engaged in investing in various companies. The address of the principal business and principal offices of New World Acquisition, LLC is 60 Cuttermill Road, Suite 612, Great Neck, NY 11021. New World Realty Holdings, LLC is the sole member of New World Acquisition, LLC. New World Realty Holdings, LLC is a Delaware limited liability company engaged in make various investments including real estate, venture capital, and other opportunities, and serving as the sole member of New World Acquisition, LLC. The address of the principal business and principal offices of New World Realty Holdings, LLC is 60 Cuttermill Road, Suite 612, Great Neck, NY 11021. Each of Seth B. Lipsay and Steven H. Shepsman is a manager of New World Realty Holdings, LLC. Seth B. Lipsay is a United States citizen whose business address is 60 Cuttermill Road, Suite 612, Great Neck, NY 11021. Mr. Lipsay's principal occupation is as a real estate investor. Steven H. Shepsman is a United States citizen whose business address is 60 Cuttermill Road, Suite 612, Great Neck, NY 11021. Mr. Lipsay's principal occupation is as a real estate investor. Victoria Bruni is a United States citizen whose business address is 150 West 30th Street 10th Floor, New York, NY 10001. Ms. Bruni's principal occupation is as a sales professional. Philip B. Goldfarb is a United States citizen whose business address is WMK&G, LLP 17 West John Street Hicksville, NY 11801. Mr. Goldfarb's principal occupation is as an accountant. Arcadia Partners, L.P. is a Delaware limited partnership engaged in investing in public equities using various strategies. The address of the principal business and principal offices of Arcadia Partners, L.P. is 185 Great Neck Road, Suite 460, Great Neck, NY 11021. Arcadia Capital Management, LLC is the general partner of Arcadia Partners, L.P. Arcadia Capital Management, LLC is a Delaware limited liability company which was formed to serve as the general partner of Arcadia Partners, L.P. The address of the principal business and principal offices of Arcadia Capital Management, LLC is 185 Great Neck Road, Suite 460, Great Neck, NY 11021. Richard Rofe is the sole member of Arcadia Capital Management, LLC. ISIS provides investment advisory services to Ramius Securities, LLC, Ramius Capital Group, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. pursuant to an advisory agreement discussed in Item 6 of this Schedule 13D. Ramius Securities, LLC is a Delaware limited liability company and a registered broker-dealer. The address of the principal business and principal offices of Ramius Securities, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. The Managing Member of Ramius Securities, LLC is Ramius Capital Group, LLC. Ramius Capital Group, LLC is a Delaware limited liability company and a registered investment advisor. The address of the principal business and principal offices of Ramius Capital Group, LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. The managing member of Ramius Capital Group, LLC is C4S & Co., LLC, a Delaware limited liability company formed to be the managing member of Ramius Capital Group, LLC. The address of the principal business and principal offices of C4S & Co., LLC is 666 Third Avenue, 26th Floor, New York, New York 10017. Each of Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey Solomon is a managing member of C4S & Co., LLC. Peter A. Cohen is a United States citizen whose business address is 666 Third Avenue, 26th Floor, New York, New York 10017. Mr. Cohen's principal occupation is serving as a managing member of Ramius Capital Group, LLC. Morgan B. Stark is a United States citizen whose business address is 666 Third Avenue, 26th Floor, New York, New York 10017. Mr. Stark's principal occupation is serving as a managing member of Ramius Capital Group, LLC. Thomas W. Strauss is a United States citizen whose business address is 666 Third Avenue, 26th Floor, New York, New York 10017. Mr. Strauss's principal occupation is serving as a managing member of Ramius Capital Group, LLC. Jeffrey Solomon is a United States citizen whose business address is 666 Third Avenue, 26th Floor, New York, New York 10017. Mr. Solomon's principal occupation is serving as a managing member of Ramius Capital Group, LLC. RCG Ambrose Master Fund, Ltd. is a Cayman Islands corporation engaged in investing in companies effecting extraordinary transactions. The address of the principal business and principal offices of RCG Ambrose Master Fund, Ltd. is Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of RCG Ambrose Master Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I attached to this Schedule 13D. Ramius Capital Group, LLC is the investment manager of RCG Ambrose Master Fund, Ltd. RCG Carpathia Master Fund, Ltd. is a Cayman Islands corporation engaged in making opportunistic investments using a variety of investment strategies. The address of the principal business and principal offices of RCG Carpathia Master Fund, Ltd. is Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of RCG Carpathia Master Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule II attached to this Schedule 13D. Ramius Capital Group, LLC is the investment manager of RCG Carpathia Master Fund, Ltd. Ramius Master Fund, Ltd. is a Cayman Islands corporation engaged in investing in a multi-strategy portfolio. The address of the principal business and principal offices of Ramius Master Fund, Ltd. is Citco Fund Services (Cayman Islands) Ltd., Corporate Centre, West Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies. The executive officers and directors of Ramius Master Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule III attached to this Schedule 13D. Ramius Advisors, LLC is the investment manager of Ramius Master Fund, Ltd. Ramius Advisors, LLC is a Delaware limited liability company and a registered investment advisor. The address of the principal business and principal offices of Ramius Advisors, LLC is 666 Third Avenue, 26 th Floor, New York, New York 10017. The managing member of Ramius Advisors, LLC is Ramius Capital Group, LLC. (d) & (e) During the last five years, none of the Reporting Persons nor, to the knowledge of any Reporting Person, any general partner, managing member, director or executive officer of any other Reporting Person, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by IAP is approximately $310,830.75. The shares of Common Stock purchased by IAP were purchased with working capital. All or part of the shares of Common Stock owned by IAP may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to IAP. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Rodney Bienvenu is approximately $44,954. The shares of Common Stock purchased by Rodney Bienvenu were purchased with personal funds. All or part of the shares of Common Stock owned by Rodney Bienvenu may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Rodney Bienvenu. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Richard Rofe is approximately $342,000. The shares of Common Stock purchased by Richard Rofe were purchased with personal funds. All or part of the shares of Common Stock owned by Richard Rofe may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Richard Rofe. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Kevin Goodman is approximately $149,600. The shares of Common Stock purchased by Kevin Goodman were purchased with personal funds. All or part of the shares of Common Stock owned by Kevin Goodman may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Kevin Goodman. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by New World Acquisition, LLC is approximately $863,460. The shares of Common Stock purchased by New World Acquisition, LLC were purchased with working capital. All or part of the shares of Common Stock owned by New World Acquisition, LLC may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to New World Acquisition, LLC. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Victoria Bruni is approximately $15,400. The shares of Common Stock purchased by Victoria Bruni were purchased with personal funds. All or part of the shares of Common Stock owned by Victoria Bruni may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Victoria Bruni. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Philip B. Goldfarb is approximately $3,937. The shares of Common Stock purchased by Philip B. Goldfarb were purchased with personal funds. All or part of the shares of Common Stock owned by Philip B. Goldfarb may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Philip B. Goldfarb. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Arcadia Partners, L.P. is approximately $46,200. The shares of Common Stock purchased by Arcadia Partners, L.P. were purchased with working capital. All or part of the shares of Common Stock owned by Arcadia Partners, L.P. may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Arcadia Partners, L.P.. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Ramius Securities, LLC is approximately $1,514,508.09. The shares of Common Stock purchased by Ramius Securities, LLC were purchased with working capital. All or part of the shares of Common Stock owned by Ramius Securities, LLC may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Ramius Securities, LLC. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by RCG Ambrose Master Fund, Ltd. is approximately $904,099.14. The shares of Common Stock purchased by RCG Ambrose Master Fund, Ltd. were purchased with working capital. All or part of the shares of Common Stock owned by RCG Ambrose Master Fund, Ltd. may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to RCG Ambrose Master Fund, Ltd. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by RCG Carpathia Master Fund, Ltd. is approximately $904,099.15. The shares of Common Stock purchased by RCG Carpathia Master Fund, Ltd. were purchased with working capital. All or part of the shares of Common Stock owned by RCG Carpathia Master Fund, Ltd. may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to RCG Carpathia Master Fund, Ltd. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. The net investment cost (including commissions, if any) of the shares of Common Stock directly owned by Ramius Master Fund, Ltd. is approximately $904,189.81. The shares of Common Stock purchased by Ramius Master Fund, Ltd. were purchased with working capital. All or part of the shares of Common Stock owned by Ramius Master Fund, Ltd. may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to Ramius Master Fund, Ltd. Such loans bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker-dealers. ITEM 4. PURPOSE OF TRANSACTION The ISIS Group acquired the shares of Common Stock to which this Schedule 13D relates for the purpose of obtaining a significant equity position in the Issuer, and for the possible purpose of exerting influence over the direction of the Issuer. The ISIS Group considered the Common Stock to be an attractive investment at the price levels at which the shares of Common Stock were acquired. The primary interest of the ISIS Group is to maximize the value of the Common Stock of the Issuer for the benefit of all shareholders. To this end, the ISIS Group intends to continually review the Issuer's business affairs, financial position and future prospects, as well as conditions in the securities markets and general economic and industrial conditions. As part of such evaluations, the members of the ISIS Group will seek the views of, hold active discussions with and respond to inquiries from members of the Board of Directors, officers or representatives of the Issuer and other persons regarding the Issuer's affairs and strategic alternatives. Based on such evaluation and review and other factors (including, without limitation, the response, position and direction of the Board of Directors and management of the Issuer), the members of the ISIS Group will continue to consider various alternative courses of action and will in the future take such actions with respect to their investments in the Issuer as they deem appropriate. Such actions may include seeking representation on the Board of Directors of the Issuer; making recommendations to members of the Board of Directors and management concerning various business strategies, acquisitions, dispositions, dividend policies, capital structure, recapitalization, sale, merger and other matters; seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, exchange offer or otherwise; or such other actions as the ISIS Group may deem appropriate. Such actions may involve the purchase of additional Common Stock or, alternatively, may involve the sale of all or a portion of the Common Stock held by the members of the ISIS Group in the open market or in privately negotiated transactions to one or more purchasers. Given the market conditions as of this filing, the ISIS Group continues to believe that management should pursue extraordinary transactions, such as a sale or merger of the Issuer, and that the Issuer should retain an investment banker to assist in the consideration of such alternatives in order to maximize the value of the Issuer for the benefit of all shareholders. The ISIS Group currently intends to press this point with management and the Board of Directors of the Issuer. Except as set forth herein, the ISIS Group does not have any present plans or proposals that relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of this Schedule 13D. The members of the ISIS Group reserve the right to formulate plans or make proposals, and take such actions with respect to their investments in the Issuer, including any or all of the actions specified in paragraphs (a) through (j) of Item 4 of this Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) As of the date hereof, the ISIS Group beneficially owns an aggregate of 3,774,400 shares of Common Stock, representing 6.7% of the outstanding shares of Common Stock. IAP beneficially owned, as of the date hereof, 207,000 shares of Common Stock, representing .4% of the outstanding shares of Common Stock. IAP has the sole power to vote and dispose of the Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, ISIS may be deemed to have beneficial ownership of the 207,000 shares of Common Stock held by IAP. ISIS has sole voting and disposition power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Messrs. Bienvenu, Rofe, Mysogland, and Goodman may be deemed to have indirect beneficial ownership of the 207,000 shares of Common Stock held by IAP. Messrs. Bienvenu, Rofe, Mysogland, and Goodman share voting and disposition power over the shares of Common Stock held by IAP. New World Acquisition, LLC beneficially owned, as of the date hereof, 526,500 shares of Common Stock, representing .9% of the outstanding shares of Common Stock. New World Acquisition, LLC has the sole power to vote and dispose of the Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, New World Realty Holdings, LLC may be deemed to have beneficial ownership of the 526,500 shares of Common Stock held by New World Acquisition, LLC. New World Realty Holdings, LLC has sole voting and disposition power with respect to the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Messrs. Shepsman and Lipsay may be deemed to have indirect beneficial ownership of the 526,500 shares of Common Stock held by New World Acquisition, LLC. Messrs. Shepsman and Lipsay share voting and disposition power over the shares of Common Stock held by New World Acquisition, LLC. By virtue of the agreements described in Item 6, ISIS may be deemed to have beneficial ownership of the 526,500 shares of Common Stock owned by New World Acquisition, LLC. ISIS has shared voting and disposition power over the shares of Common Stock held by New World Acquisition, LLC. By virtue of the relationships described under Item 2 of this Schedule 13D, Messrs. Bienvenu, Rofe, Mysogland, and Goodman may be deemed to have indirect beneficial ownership of the 526,500 shares of Common Stock owned by New World Acquisition, LLC. Messrs. Bienvenu, Rofe, Mysogland, and Goodman share voting and disposition power over the shares of Common Stock held by New World Acquisition, LLC. Arcadia Partners, L.P. beneficially owned, as of the date hereof, 35,000 shares of Common Stock, representing .1% of the outstanding shares of Common Stock. Arcadia Partners, L.P. has the sole power to vote and dispose of the Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Arcadia Capital Management, LLC may be deemed to have beneficial ownership of the 35,000 shares of Common Stock held by Arcadia Partners, L.P. Arcadia Capital Management, LLC has sole voting and disposition power with respect to the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Mr. Rofe may be deemed to have indirect beneficial ownership of the 35,000 shares of Common Stock held by Arcadia Partners, L.P. Mr. Rofe has sole voting and disposition power over the shares of Common Stock held by Arcadia Partners, L.P. By virtue of the agreements described in Item 6, ISIS may be deemed to have beneficial ownership of the 35,000 shares of Common Stock owned by Arcadia Partners, L.P. ISIS has shared voting and disposition power over the shares of Common Stock held by Arcadia Partners, L.P. By virtue of the relationships described under Item 2 of this Schedule 13D, Messrs. Bienvenu, Rofe, Mysogland, and Goodman may be deemed to have indirect beneficial ownership of the 35,000 shares of Common Stock owned by Arcadia Capital, L.P. Messrs. Bienvenu, Mysogland, and Goodman share voting and disposition power over the shares of Common Stock held by Arcadia Partners, L.P. Rodney Bienvenu beneficially owned, as of the date hereof, 33,800 shares of Common Stock, representing .1% of the outstanding shares of Common Stock. Mr. Bienvenu has the sole power to vote and dispose of the Common Stock beneficially owned by him. Richard Rofe beneficially owned, as of the date hereof, 240,000 shares of Common Stock, representing .4% of the outstanding shares of Common Stock. Mr. Rofe has the sole power to vote and dispose of the Common Stock beneficially owned by him. Kevin Goodman beneficially owned, as of the date hereof, 110,000 shares of Common Stock, representing .2% of the outstanding shares of Common Stock. Mr. Goodman has the sole power to vote and dispose of the Common Stock beneficially owned by him. Philip B. Goldfarb beneficially owned, as of the date hereof, 3,100 shares of Common Stock, representing less that 1% of the outstanding shares of Common Stock. Mr. Goldfarb has the sole power to vote and dispose of the Common Stock beneficially owned by him. Victoria Bruni beneficially owned, as of the date hereof, 11,000 shares of Common Stock, representing less that 1% of the outstanding shares of Common Stock. Ms. Bruni has the sole power to vote and dispose of the Common Stock beneficially owned by her. By virtue of the agreements described in Item 6, ISIS may be deemed to have beneficial ownership of the aggregate 397,900 shares of Common Stock owned by Rodney Bienvenu, Richard Rofe, Kevin Goodman, Philip B. Goldfarb, and Victoria Bruni. ISIS has shared voting and disposition power over the shares of Common Stock held by Rodney Bienvenu, Richard Rofe, Kevin Goodman, Philip B. Goldfarb, and Victoria Bruni. By virtue of the relationships described under Item 2 of this Schedule 13D, Messrs. Bienvenu, Rofe, Mysogland, and Goodman may be deemed to have indirect beneficial ownership of the aggregate 397,900 shares of Common Stock owned by Rodney Bienvenu, Richard Rofe, Kevin Goodman, Philip B. Goldfarb, and Victoria Bruni. Messrs. Bienvenu, Rofe, Mysogland, and Goodman share voting and disposition power over the shares of Common Stock held by Rodney Bienvenu, Richard Rofe, Kevin Goodman, Philip B. Goldfarb, and Victoria Bruni. By virtue of being a member of the ISIS Group, ISIS may be deemed to have indirect beneficial ownership of the aggregate 2,608,000 shares of Common Stock owned by Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. By virtue of being members of ISIS Group, Messrs. Bienvenu, Rofe, Mysogland, and Goodman may be deemed to have indirect beneficial ownership of the aggregate 2,608,000 shares of Common Stock owned by Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. As of the date hereof, Ramius Securities, LLC beneficially owns an aggregate of 944,000 shares of Common Stock, representing 1.7% of the outstanding shares of Common Stock. Ramius Securities, LLC has sole voting and disposition power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Ramius Capital Group, LLC may be deemed to have beneficial ownership of the 944,000 shares of Common Stock held by Ramius Securities, LLC. Ramius Capital Group, LLC has sole voting and disposition power over the shares of Common Stock beneficially owned by it. As of the date hereof, RCG Ambrose Master Fund, Ltd. beneficially owns an aggregate of 554,649 shares of Common Stock, representing 1% of the outstanding shares of Common Stock. RCG Ambrose Master Fund, Ltd. has sole voting and disposition power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Ramius Capital Group, LLC may be deemed to have beneficial ownership of the 554,649 shares of Common Stock held by RCG Ambrose Master Fund, Ltd. Ramius Capital Group, LLC has sole voting and disposition power over the shares of Common Stock beneficially owned by it. As of the date hereof, RCG Carpathia Master Fund, Ltd. beneficially owns an aggregate of 554,649 shares of Common Stock, representing 1% of the outstanding shares of Common Stock. RCG Carpathia Master Fund, Ltd. has sole voting and disposition power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Ramius Capital Group, LLC may be deemed to have beneficial ownership of the 554,649 shares of Common Stock held by RCG Carpathia Master Fund, Ltd. Ramius Capital Group, LLC has sole voting and disposition power over the shares of Common Stock beneficially owned by it. As of the date hereof, Ramius Master Fund, Ltd. beneficially owns an aggregate of 554,702 shares of Common Stock, representing 1% of the outstanding shares of Common Stock. Ramius Master Fund, Ltd. has sole voting and disposition power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Ramius Advisors, LLC may be deemed to have beneficial ownership of the 554,702 shares of Common Stock held by Ramius Master Fund, Ltd. Ramius Advisors, LLC has sole voting and dispositive power over the shares of Common Stock beneficially owned by it. By virtue of the relationships described under Item 2 of this Schedule 13D, Ramius Capital Group, LLC and C4S & Co., LLC may both be deemed to have indirect beneficial ownership of the 2,608,000 shares of Common Stock owned by Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. Ramius Capital Group, LLC and C4S & Co., LLC each have sole voting and dispositive power over the shares of Common Stock beneficially owned by it. In addition, by virtue of the relationships described under Item 2 of this Schedule 13D, each of Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey Solomon may be deemed to have indirect beneficial ownership of the 2,608,000 shares of Common Stock owned by Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. Messrs. Cohen, Stark, Strauss and Solomon share voting and dispositive power over the 2,608,000 shares of Common Stock owned by Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. To the best knowledge of the Reporting Persons, none of the persons or entities listed in Item 2 beneficially owns any other shares of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of shares solely as a result of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions by IAP, Rodney Bienvenu, Richard Rofe, Kevin Goodman, New World Acquisition, LLC, Victoria Bruni, Philip B. Goldfarb, Arcadia Partners, L.P., Ramius Securities, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd., in the Common Stock within the last sixty days, which were all in the open market, are set forth in Schedule IV and are incorporated by reference. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ISIS, Ramius Securities, LLC, Ramius Capital Group, LLC, RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. have entered into an advisory agreement (the "Ramius Agreement"), pursuant to which ISIS provides advice and services with respect to the parties' investments in the Common Stock of the Issuer, among other matters. Under such agreement, the parties agree to coordinate the acquisition and disposition of Common Stock of the Issuer with ISIS and to cooperate with ISIS with respect to proxy votes, and related matters (however, each of the parties to the agreement retains the sole discretion over acquisitions and dispositions of, and voting authority over, the shares of Common Stock that it holds). For such services, ISIS receives an amount equal to a percentage of the profits realized by such parties on their investment in the Issuer. The parties also agree to share expenses incurred by the ISIS Group. A copy of the Ramius Agreement is attached as Exhibit A hereto and incorporated herein by reference. ISIS and New World Acquisition, LLC have entered into an advisory agreement (the "New World Agreement"), pursuant to which ISIS provides advice and services with respect to New World Acquisition's investments in the Common Stock of the Issuer, among other matters. Under such agreement, the parties agree to coordinate the acquisition and disposition of Common Stock of the Issuer with ISIS and to cooperate with ISIS with respect to proxy votes, and related matters. New World Acquisition, LLC retains voting authority and authority over acquisitions and dispositions of the shares of Common Stock that it holds, subject to the consent of ISIS. For such services, ISIS receives an amount equal to a percentage of the profits realized by New World Acquisition, LLC, on its investment in the Issuer. A copy of the New World Agreement is attached as Exhibit B hereto and incorporated herein by reference. ISIS and each of Ms. Bruni and Mr. Goldfarb have entered into oral agreements with ISIS not to acquire or dispose of shares of Common Stock of the Issuer without the consent of ISIS, and to vote their shares as recommended by ISIS while they participate in the ISIS Group. Messrs. Bienvenu, Rofe and Goodman each have agreed with ISIS to vote their shares as recommended by ISIS and not to acquire or dispose of any shares of Common Stock without the consent of ISIS. Arcadia Partners, L.P., Arcadia Capital Management, LLC, and Mr. Rofe have agreed that they will vote the shares of Common Stock held by Arcadia Partners, L.P. as recommended by ISIS, and that they will not acquire or dispose of any shares of Common Stock without the consent of ISIS. Other than the Ramius Agreement, the New World Agreement, the oral agreements referenced in this Item 6 and the Joint Acquisition Statement attached as Exhibit C hereto, none of the Reporting Persons nor any general partners, managing members, directors or executive officers of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to the Common Stock, including transfer or voting thereof, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS There is filed herewith as Exhibit A a copy of the Ramius Agreement. There is filed herewith as Exhibit B a copy of the New World Agreement. There is filed herewith as Exhibit C a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. There is filed herewith as Exhibit D a Power of Attorney executed by Rodney Bienvenu, Richard Rofe, Ernest Mysogland, and Kevin Goodman, authorizing Rodney Bienvenu, Richard Rofe, Ernest Mysogland, and Kevin Goodman, or any of them, to sign and file Schedule 13Ds and related documents on behalf of each person who has executed the Power of Attorney. There is filed herewith as Exhibit E a Power of Attorney executed by Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey Solomon, authorizing Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey Solomon, or any of them, to sign and file Schedule 13Ds and related documents on behalf of each person who has executed the Power of Attorney. There is filed herewith as Exhibit F a Power of Attorney executed by Steven H. Shepsman and Seth B. Lipsay authorizing either of Steven H. Shepsman and Seth B. Lipsay to sign and file Schedule 13Ds and related documents on behalf of each person who has executed the Power of Attorney. There is filed herewith as Exhibit G a Power of Attorney executed by Victoria Bruni and Philip B. Goldfarb authorizing Rodney Bienvenu, Richard Rofe, Ernest Mysogland, and Kevin Goodman, or any of them, to sign and file Schedule 13Ds and related documents on behalf of each person who has executed the Power of Attorney. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: December 12, 2003 ISIS ACQUISITION PARTNERS, LLC By: ISIS CAPITAL MANAGEMENT, LLC Its: Managing Member By: /s/ Rodney Bienvenu -------------------------- Name: Rodney Bienvenu Title: Managing Member ISIS CAPITAL MANAGEMENT, LLC By: /s/ Rodney Bienvenu -------------------------- Name: Rodney Bienvenu Title: Managing Member /s/ Rodney Bienvenu - --------------------- Rodney Bienvenu, Individually and as attorney-in-fact for each of Richard Rofe, Ernest Mysogland and Kevin Goodman RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC Its: Managing Member By: /s/ Morgan B. Stark -------------------------- Name: Morgan B. Stark Title: Managing Member C4S & Co., LLC By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Managing Member RCG AMBROSE MASTER FUND, LTD. By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Authorized Person RCG CARPATHIA MASTER FUND, LTD. By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Authorized Person RAMIUS MASTER FUND, LTD. By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Authorized Person /s/ Morgan B. Stark - ------------------------------- Morgan B. Stark, Individually and as attorney-in-fact for each of Peter A. Cohen, Thomas W. Strauss and Jeffrey Solomon RAMIUS ADVISORS, LLC By: Ramius Capital Group, LLC Its: Managing Member By: C4S & Co., LLC Its: Managing Member By: /s/ Morgan B. Stark -------------------------- Name: Morgan B. Stark Title: Managing Member NEW WORLD ACQUISITION, LLC By: New World Realty Holdings, LLC Its: Member By: /s/ Steven H. Shepsman -------------------------- Name: Steven H. Shepsman Title: Authorized Person NEW WORLD REALTY HOLDINGS, LLC By: /s/ Steven H. Shepsman - ------------------------------- Name: Steven H. Shepsman Title: Authorized Person /s/ Steven H. Shepsman - ------------------------------- Steven H. Shepsman, Individually and as attorney-in-fact for Seth B. Lipsay ARCADIA PARTNERS, L.P. By: Arcadia Capital Management, LLC Its: General Partner By: /s/ Richard Rofe -------------------------- Name: Richard Rofe Title: Member ARCADIA CAPITAL MANAGEMENT, LLC By: /s/ Richard Rofe - -------------------------- Name: Richard Rofe Title: Member /s/ Rodney Bienvenu - --------------------- Rodney Bienvenu, as attorney-in-fact for each of Victoria Bruni and Philip B. Goldfarb Schedule I Directors and Officers of RCG Ambrose Master Fund, Ltd.
Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Mark R. Mitchell, Managing Director 666 Third Avenue, 26th Floor Director Ramius Capital Group, LLC New York, NY 10017 Jeffrey C. Smith, Director 666 Third Avenue, 26th Floor Director Ramius Capital Group, LLC New York, NY 10017 CSS Corporation, Ltd., Nominee Company 666 Third Avenue, 26th Floor Secretary New York, NY 10017
Schedule II Directors and Officers of RCG Carpathia Master Fund, Ltd.
Name and Position Principal Occupation Principal Business Address - ----------------- -------------------- -------------------------- Jeffrey M. Solomon, Principal 666 Third Avenue, 26th Floor Director Ramius Capital Group, LLC New York, NY 10017 CFS Company, Ltd., Nominee Company 666 Third Avenue, 26th Floor Director New York, NY 10017 CSS Corporation, Ltd., Nominee Company 666 Third Avenue, 26th Floor Secretary New York, NY 10017
Schedule III Directors and Officers of Ramius Master Fund, Ltd.
Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Marran H. Ogilvie, General Counsel 666 Third Avenue, 26th Floor Director Ramius Capital Group, LLC New York, NY 10017 Morgan B. Stark, Principal 666 Third Avenue, 26th Floor Director Ramius Capital Group, LLC New York, NY 10017 CSS Corporation, Ltd., Nominee Company 666 Third Avenue, 26th Floor Secretary New York, NY 10017
Schedule IV ISIS Acquisition Partners, LLC
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 10/10/03 15,000 $1.47 10/10/03 35,000 $1.50 10/13/03 150,000 $1.51 10/30/03 7,000 $1.42
RODNEY BIENVENU
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 11/3/03 150 $1.51 11/3/03 500 $1.51 11/3/03 850 $1.51 11/3/03 500 $1.51
Richard Rofe
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 10/14/03 (15,000) $1.50 10/14/03 (15,000) $1.55 10/17/03 15,000 $1.43 10/21/03 (10,000) $1.49 10/22/03 5,000 $1.44 10/23/03 10,000 $1.42 11/3/03 (10,000) $1.48 11/7/03 (10,000) $1.68 11/7/03 (10,000) $1.68 11/11/03 10,000 $1.61 11/19/03 10,000 $1.59 11/24/03 5,000 $1.47 12/1/03 10,000 $1.55
Kevin Goodman
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 10/15/03 3,096 $1.46 10/17/03 5,000 $1.41 10/31/03 9,700 $1.38 12/10/03 7,000 $1.68
Victoria Bruni
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 10/14/03 (3,000) $1.59 10/14/03 (3,000) $1.59 10/14/03 (4,000) $1.59 10/14/03 4,000 $1.59 10/14/03 (4,000) $1.59 10/16/03 100 $1.47 10/18/03 3,900 $1.48 10/23/03 4,000 $1.42 10/23/03 6,000 $1.42 10/24/03 5,000 $1.37 11/3/03 (100) $1.50 11/3/03 (3,900) $1.50 11/3/03 (4,000) $1.50
New World Acquisition
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 10/14/03 323,000 $1.58 12/5/03 10,000 $1.75 12/5/03 10,000 $1.74 12/5/03 10,000 $1.72 12/5/03 4,600 $1.70 12/5/03 6,200 $1.71 12/5/03 4,300 $1.72 12/8/03 4,200 $1.75 12/9/03 10,000 $1.77 12/9/03 10,000 $1.78 12/10/03 10,000 $1.73 12/10/03 10,000 $1.72 12/10/03 10,000 $1.71 12/10/03 10,000 $1.70 12/10/03 10,000 $1.74 12/10/03 10,000 $1.74 12/10/03 10,000 $1.74 12/10/03 10,000 $1.73 12/10/03 3,000 $1.73 12/10/03 10,000 $1.73 12/10/03 10,000 $1.72
12/10/03 1,200 $1.72 12/11/03 5,075 $1.71 12/11/03 10,000 $1.78 12/11/03 10,000 $1.72 12/11/03 10,000 $1.73
Ramius Securities, LLC
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 10/14/03 3,000 $1.58 10/14/03 2,500 $1.58 10/14/03 2,500 $1.55 10/15/03 1,000 $1.60 10/16/03 (2,000) $1.43 10/20/03 1,000 $1.48 11/3/03 70,374 $1.50 11/3/03 800 $1.43 11/4/03 52,753 $1.53 11/5/03 50,120 $1.50 11/6/03 34,040 $1.51 11/7/03 82,556 $1.57 11/10/03 89,400 $1.61 11/11/03 143,744 $1.59 11/12/03 88,213 $1.80 11/17/03 10,000 $1.65 11/17/03 7,260 $1.65 11/19/03 102,740 $1.61 11/24/03 12,000 $1.49 12/3/03 13,548 $1.69 12/4/03 32,454 $1.70 12/5/03 36,000 $1.73 12/5/03 6,300 $1.69 12/9/03 22,572 $1.74 12/10/03 58,687 $1.70 12/11/03 1,344 $1.70 12/11/03 16,800 $1.70 12/12/03 4,295 $1.76
RCG Ambrose Master Fund, Ltd.
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 11/3/03 35,186 $1.50 11/3/03 400 $1.43 11/4/03 26,377 $1.53
11/5/03 25,060 $1.50 11/6/03 17,020 $1.51 11/7/03 41,278 $1.57 11/10/03 44,700 $1.61 11/11/03 71,872 $1.59 11/12/03 44,107 $1.80 11/17/03 5,000 $1.65 11/17/03 3,630 $1.65 11/19/03 51,370 $1.61 11/24/03 6,000 $1.49 12/3/03 76,916 $1.69 12/4/03 19,229 $1.70 12/5/03 21,330 $1.73 12/5/03 3,733 $1.69 12/9/03 13,374 $1.74 12/10/03 34,772 $1.70 12/11/03 10,750 $1.70 12/12/03 2,545 $1.76
RCG Carpathia Master Fund, Ltd.
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 11/3/03 400 $1.43 11/3/03 35,186 $1.50 11/4/03 26,377 $1.53 11/5/03 25,060 $1.50 11/6/03 17,020 $1.51 11/7/03 41,278 $1.57 11/10/03 44,700 $1.61 11/11/03 71,872 $1.59 11/12/03 44,107 $1.80 11/17/03 5,000 $1.65 11/17/03 3,630 $1.65 11/19/03 51,370 $1.61 11/24/03 6,000 $1.49 12/3/03 76,916 $1.69 12/4/03 19,229 $1.70 12/5/03 21,330 $1.73 12/5/03 3,733 $1.69 12/9/03 13,374 $1.74 12/10/03 34,772 $1.70 12/11/03 10,750 $1.70 12/12/03 2,545 $1.76
Ramius Master Fund, Ltd.
Price Per Share Number of Shares (including Date of Transactions Purchased/(Sold) commissions, if any) 11/3/03 400 $1.43 11/3/03 35,186 $1.50 11/4/03 26,377 $1.53 11/5/03 25,060 $1.50 11/6/03 17,020 $1.51 11/7/03 41,278 $1.57 11/10/03 44,700 $1.61 11/11/03 71,872 $1.59 11/12/03 44,107 $1.80 11/17/03 5,000 $1.65 11/17/03 3,630 $1.65 11/19/03 51,370 $1.61 11/24/03 6,000 $1.49 12/3/03 76,920 $1.69 12/4/03 19,238 $1.70 12/5/03 21,340 $1.73 12/5/03 3,734 $1.69 12/9/03 13,380 $1.74 12/10/03 34,788 $1.70 12/11/03 10,756 $1.70 12/12/03 2,546 $1.76
EX-99.A 3 y92518exv99wa.txt RAMIUS AGREEMENT EXHIBIT A ADVISORY AGREEMENT (ISIS LOGO) ERNEST (JR) MYSOGLAND Managing Member ISIS CAPITAL MANAGEMENT, LLC 1465 Post Road East Westport, CT 06880 Phone: 203.259.7387 Fax: 203.259.7854 December 1, 2003 Mr. Jeffrey C. Smith and Mr. Mark R. Mitchell Ramius Capital Group, LLC Chrysler Center 666 Third Avenue, 26th Floor New York, NY 10017 Re: Advisory Agreement (Venus) Dear Mr. Smith and Mr. Mitchell: The purpose of this letter (this "Agreement") is to set forth the terms of the advisory agreement between Ramius Capital Group, LLC and Ramius Securities, LLC (together, "Ramius"), RCG Ambrose Master Fund, Ltd., RCG Carpathia Master Fund, Ltd. and Ramius Master Fund, Ltd. (together, the "Funds" and each a "Fund"), and ISIS Capital Management, LLC ("ISIS") regarding investments in Via Net.Works, Inc ("Venus"). 1. Engagement. The parties have discussed the investment of Ramius and the Funds in Venus. Ramius hereby engages ISIS to advise Ramius and the Funds on their current and future investment(s), if applicable, in Venus and proposed transactions involving Venus and to provide such other services in connection therewith as the parties may agree. 2. Fee. (a) Ramius and each of the Funds, as applicable, shall pay ISIS a fee (the "Fee") consisting of the following amounts, which shall be calculated and paid within 15 days after the Termination Date (as defined below) with respect to Ramius or such Fund, as applicable: (i) in the case of each Fund, 6% of such Fund's Profits (as defined below), and (ii) in the case of Ramius, 20% of Ramius' Profits. (b) "Profits" means, as calculated separately with respect to each of the Funds and Ramius, the excess, if any, of (x) the gross proceeds from sales or exchanges of shares of Venus by such Fund or Ramius (as applicable), less commissions and other direct expenses of the investment, over (y) the cost basis of such shares. 3. Position. Ramius and ISIS shall provide each other with timely written notice of all shares of Venus held, purchased, and sold, as the case may be, by the Funds, Ramius, ISIS or one or more accounts managed by ISIS, as the case may be, said notice to note whether such shares are those of the Funds, Ramius, ISIS or one or more accounts managed by ISIS, as the case may be. Ramius and ISIS shall also cooperate with each other in the preparation of any regulatory filing, report, proxy vote or other document or any other matter relating to Venus; provided, however, that each of the parties hereto retains sole discretion over acquisitions and dispositions of, and voting authority over, the shares of Concerto that it holds. Each of Ramius and ISIS recognizes that time is of the essence in preparing such documents, and each shall use its best efforts to cooperate with the other in the furnishing of information to such party in order to facilitate timely completion of such documents. All shares of Venus held by Ramius or a Fund, whether acquired before, on or after the date hereof, will be held pursuant to the terms hereof. 4. Information. (a) Ramius and the Funds will coordinate purchases and sales of Venus shares with ISIS, and will abide by the obligations imposed on ISIS concerning confidential information, as well as all applicable laws and regulations. (b) Ramius and the Funds agree to treat as confidential information for the term of this Agreement any confidential and proprietary information provided by ISIS concerning business and activities of Venus. 5. Expenses. In addition to the Fee, Ramius agrees to reimburse ISIS (or, in its discretion, to cause the Funds to reimburse ISIS) for costs and expenses reasonably incurred in performing services hereunder; provided, however, that ISIS must obtain advance approval from Ramius for such costs and expenses before Ramius or any Fund has any obligation to pay any such costs or expenses. 6. Group Expenses. To the extent that expenses are incurred by a group participating with ISIS in connection with investments in Venus including Ramius and the Funds, Ramius and the Funds will each pay a portion of the expenses incurred by such group, pro rata based on their respective holdings; provided, however, that ISIS must obtain advance approval from Ramius for such costs and expenses before Ramius or any Fund has any obligation to pay any such costs or expenses. 7. Term. This Agreement shall terminate (a) with respect to Ramius or either Fund, on the date that is 30 days after the date that Ramius or such Fund, as the case may be, no longer owns any shares of Venus (such date, as occurring with respect to such Fund or Ramius, the "Termination Date"), and (b) with respect to ISIS, on the date that is 30 days after the date that none of Ramius and the Funds owns any shares of Venus. The representations, warranties and obligations under Sections 2, 3, 4(a), 5, 6, 7, 8, 9 and 10 shall survive the termination hereof. 8. Limited Liability. Each of Ramius, the Funds and ISIS agree that none of Ramius, the Funds or ISIS, nor the respective members, officers, employees or affiliates of any of them, shall be liable for any loss arising out of any act or omission hereunder unless arising out of their gross negligence, willful misconduct, malfeasance or bad faith. Notwithstanding any of the foregoing to the contrary, the federal securities laws of the United States impose liability under certain circumstances even on persons who act in good faith, and nothing in this Section 8 constitutes a waiver or limitation of any rights that Ramius or the Funds may have under such laws. 9. Representations, Warranties and Covenants. Each of the parties hereto hereby represents and warrants to, and covenants with, the other parties that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has full power and authority to enter into and perform its obligations under this Agreement, that it is qualified to conduct its business and is in good standing in every jurisdiction in which the nature or conduct of its business requires such qualification and failure to so qualify would have a material adverse effect on its ability to comply with or perform its obligations under this Agreement (it being understood that any decision as to the jurisdiction or jurisdictions in which it shall conduct its business is within its sole discretion), and that this Agreement has been duly and validly authorized, executed and delivered by it and is its valid and binding agreement enforceable in accordance with its terms; (b) it shall obtain and maintain as current, during the term of this Agreement, any necessary approvals, consents, licenses and registrations from any governmental entity or any other person or entity necessary to perform its obligations hereunder, and shall use its commercially reasonable best efforts to prevent such approvals, consents and registrations from lapsing or being revoked, suspended, terminated, or not renewed, or being limited or qualified in any respect during the term of this Agreement; and (c) it shall have complied and will continue to comply with all laws and regulations applicable to it or to its respective businesses, properties or assets, the violation of which would materially adversely affect its ability to comply with and perform its obligations under this Agreement, and, to its knowledge, there are no actions, suits, proceedings, or notices of investigations pending or threatened against it by any governmental entity or before any court, arbitrator or regulatory authority (at law or in equity) regarding its non-compliance with any law or regulation that is reasonably likely to materially and adversely affect its ability to comply with and to perform its obligations under this Agreement, and it shall promptly notify the other parties hereto of the commencement of any such suit, action or proceeding or its receipt of notice of commencement thereof. 10. Miscellaneous. (a) No party hereto shall by any act (except as provided herein), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder. No failure to exercise, nor any delay in exercising, on the part of any party hereto, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any party hereto of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which any party hereto would otherwise have on any future occasion. (b) Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto. (c) This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York. If any provision hereof would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. No provision hereof shall be affected as a result of another provision being held invalid. (d) Any action or proceeding against the parties hereto relating in any way to this Agreement or the transactions contemplated hereby shall be brought and enforced exclusively in the courts of the State of New York or (to the extent subject matter jurisdiction exists therefor) of the United States in the Southern District of New York, and any courts appealable therefrom, and the parties irrevocably submit to the jurisdiction of all such courts in respect of any such action or proceeding. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the State of New York or the United States District Court for the Southern District of New York, and any courts appealable therefrom, and any claim that any such action or proceeding brought in any such court has been brought in any inconvenient forum. (e) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof. (f) This Agreement may be executed by the parties hereto by manual or facsimile signature, and in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Please indicate your agreement by signing below and returning a signed copy to my attention. Very truly yours, ISIS Capital Management, LLC By: ________________________ Name: Ernest (JR) Mysogland Title: Managing Member Accepted and Agreed: Ramius Capital Group, LLC By: ________________________ Name: Title: Ramius Securities, LLC By: ________________________ Name: Title: RCG Ambrose Master Fund, Ltd. By: ________________________ Name: Title: Authorized Person RCG Carpathia Master Fund, Ltd. By: ________________________ Name: Title: Authorized Person Ramius Master Fund, Ltd. By: ________________________ Name: Title: Authorized Person EX-99.B 4 y92518exv99wb.txt NEW WORLD AGREEMENT EXHIBIT B NEW WORLD AGREEMENT (ISIS LOGO) RICHARD ROFE Managing Member ISIS CAPITAL MANAGEMENT, LLC 1465 Post Road East Westport, CT 06880 Phone: 203.259.7387 Fax: 203.259.7854 October 14, 2003 Mr. Steven Shepsman New World Acquisition, LLC 60 Cuttermill Road, Suite 612 Great Neck, NY 11021 Re: Agreement Dear Mr. Shepsman: The purpose of this letter (this "Agreement") is to set forth the terms of the agreement between New World Acquisition, LLC (hereinafter referred to as "you") and ISIS Capital Management, LLC ("ISIS") regarding the services to be rendered to you and the compensation therefor. In consideration for services rendered or to be rendered regarding Via Net.Works Inc ("Via Net"), including research and subsequent advice with respect to Via Net stock, ISIS will be entitled to receive as a fee for such services an amount equal to 25% of the aggregate net profits earned, if any (net of applicable direct expenses such as broker's commissions), from the purchase and sale by you of Via Net shares. You will use our existing brokerage relationship with the goal of acquiring, with ISIS advice as to timing and price, $500,000 or more of Via Net shares. You agree that all purchase and sales of Via Net shares will be made in one account, and that you shall retain control over such account and all purchase and sale decisions as they relate to such shares held in such account. Notwithstanding the foregoing, you shall seek ISIS advice regarding the timing and amount of shares to purchase and to sell, you will coordinate purchases and sales with ISIS, and you agree that you will not (and you will ensure that your affiliates (and any person acting on behalf of or in concert with you or any affiliate) will not), purchase, sell or otherwise acquire or dispose of (or enter into any agreement or make any proposal to purchase, sell or otherwise acquire or dispose of) any securities (or any options, warrants, convertible securities, or other rights) of Via Net, except with the prior consent of ISIS. Further, you will abide by the Non-Disclosure Agreement between the parties, which remains in full force and effect, and applicable law and regulation. You agree that ISIS, and its members, officers, employees and affiliates, shall not be liable for any loss arising out of any act or omission unless arising out of their gross negligence, malfeasance or bad faith, provided that the foregoing shall not limit the responsibilities imposed by applicable law or regulation. Please indicate your agreement by signing below and returning a signed copy to my attention by fax at (203) 259-7854. ISIS Capital Management, LLC By: ________________________ Name: Richard Rofe Title: Managing Member ACCEPTED AND AGREED TO This 14th day of October, 2003. New World Acquisition, LLC By: ____________________________ Name: Steven Shepsman, Duly Authorized EX-99.C 5 y92518exv99wc.txt JOINT ACQUISITION STATEMENT EXHIBIT C JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of this statement and any such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. DATED: December 12, 2003 ISIS ACQUISITION PARTNERS, LLC By: ISIS CAPITAL MANAGEMENT, LLC Its: Managing Member By: /s/ Rodney Bienvenu -------------------------- Name: Rodney Bienvenu Title: Managing Member ISIS CAPITAL MANAGEMENT, LLC By: /s/ Rodney Bienvenu -------------------------- Name: Rodney Bienvenu Title: Managing Member /s/ Rodney Bienvenu - --------------------- Rodney Bienvenu /s/ Richard Rofe - --------------------- Richard Rofe /s/ Ernest Mysogland - --------------------- Ernest Mysogland /s/ Kevin Goodman - --------------------- Kevin Goodman RAMIUS CAPITAL GROUP, LLC By: C4S & Co., LLC Its: Managing Member By: /s/ Morgan B. Stark -------------------------- Name: Morgan B. Stark Title: Managing Member C4S & Co., LLC By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Managing Member RCG AMBROSE MASTER FUND, LTD. By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Authorized Person RCG CARPATHIA MASTER FUND, LTD. By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Authorized Person RAMIUS MASTER FUND, LTD. By: /s/ Morgan B. Stark - ------------------------------- Name: Morgan B. Stark Title: Authorized Person /s/ Peter A. Cohen - ------------------------------- Peter A. Cohen, /s/ Morgan B. Stark - ------------------------------- Morgan B. Stark /s/ Thomas W. Strauss - ------------------------------- Thomas W. Strauss /s/ Jeffrey Solomon - ------------------------------- Jeffrey Solomon RAMIUS ADVISORS, LLC By: Ramius Capital Group, LLC Its: Managing Member By: C4S & Co., LLC Its: Managing Member By: /s/ Peter A. Cohen -------------------------- Name: Peter A. Cohen Title: Managing Member NEW WORLD ACQUISITION, LLC By: New World Realty Holdings, LLC Its: Member By: /s/ Steven H. Shepsman -------------------------- Name: Steven H. Shepsman Title: Authorized Person NEW WORLD REALTY HOLDINGS, LLC By: /s/ Steven H. Shepsman - ------------------------------- Name: Steven H. Shepsman Title: Authorized Person /s/ Steven H. Shepsman - ------------------------------- Steven H. Shepsman, Individually and as attorney-in-fact for Seth B. Lipsay ARCADIA PARTNERS, L.P. By: Arcadia Capital Management, LLC Its: General Partner By: /s/ Richard Rofe -------------------------- Name: Richard Rofe Title: Member ARCADIA CAPITAL MANAGEMENT, LLC By: /s/ Richard Rofe - -------------------------- Name: Richard Rofe Title: Member /s/ Philip B. Goldfarb - --------------------- Philip B. Goldfarb /s/ Victoria Bruni - --------------------- Victoria Bruni EX-99.D 6 y92518exv99wd.txt POWER OF ATTORNEY EXHIBIT D POWER OF ATTORNEY The undersigned hereby appoints Rodney Bienvenu, Richard Rofe, Ernest Mysogland and Kevin Goodman, or any of them, his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of the undersigned's direct or indirect beneficial ownership of shares of, or participation in a group with respect to, common stock of Via Net.Works, Inc., and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of Rodney Bienvenu, Richard Rofe, Ernest Mysogland and Kevin Goodman, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds unless revoked earlier in writing. Date: December 12, 2003 /s/ Rodney Bienvenu --------------------- Rodney Bienvenu /s/ Richard Rofe --------------------- Richard Rofe /s/ Ernest Mysogland --------------------- Ernest Mysogland /s/ Kevin Goodman --------------------- Kevin Goodman EX-99.E 7 y92518exv99we.txt POWER OF ATTORNEY EXHIBIT E POWER OF ATTORNEY The undersigned hereby appoints Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey Solomon, or any of them, his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of the undersigned's direct or indirect beneficial ownership of shares of, or participation in a group with respect to, common stock of Via Net.Works, Inc., and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey Solomon, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds unless revoked earlier in writing. Date: December 12, 2003 /s/ Peter A. Cohen --------------------- Peter A. Cohen /s/ Morgan B. Stark --------------------- Morgan B. Stark /s/ Thomas W. Strauss --------------------- Thomas W. Strauss /s/ Jeffrey Solomon --------------------- Jeffrey Solomon EX-99.F 8 y92518exv99wf.txt POWER OF ATTORNEY EXHIBIT F POWER OF ATTORNEY The undersigned hereby appoints Steven H. Shepsman, Seth B. Lipsay, or any of them, his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of the undersigned's direct or indirect beneficial ownership of shares of, or participation in a group with respect to, common stock of Via Net.Works, Inc., and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of Steven H. Shepsman, Seth B. Lipsay, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds unless revoked earlier in writing. Date: December 12, 2003 /s/ Steven H. Shepsman --------------------- Steven H. Shepsman /s/ Seth B. Lipsay --------------------- Seth B. Lipsay EX-99.G 9 y92518exv99wg.txt POWER OF ATTORNEY EXHIBIT G POWER OF ATTORNEY The undersigned hereby appoints Rodney Bienvenu, Richard Rofe, Ernest Mysogland and Kevin Goodman, or any of them, his or her true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his or her individual capacity as a result of the undersigned's direct or indirect beneficial ownership of shares of, or participation in a group with respect to, common stock of Via Net.Works, Inc., and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of Rodney Bienvenu, Richard Rofe, Ernest Mysogland and Kevin Goodman, or any of them, under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds unless revoked earlier in writing. Date: December 12, 2003 /s/ Philip B. Goldfarb --------------------- Philip B. Goldfarb /s/ Victoria Bruni --------------------- Victoria Bruni -----END PRIVACY-ENHANCED MESSAGE-----